Terug naar Trust Center
Geldig vanaf: 2026-07-22
Alleen in het Engels beschikbaar. Dit juridische document wordt in het Engels als gezaghebbende versie verstrekt. De interface van het Trust Center is vertaald naar uw taal.

Partner Terms of Service, ISMS Copilot Embed

Effective Date: 2026-07-22.

These Partner Terms of Service (the "Terms") govern a Partner's use of the ISMS Copilot Partner Embed (the "Service") to make an AI assistant available to the Partner's own end-users. They are a click-through agreement: the entity that accepts them, identified in its ISMS Copilot partner account, is the "Partner", and these Terms are effective on the Partner's acceptance. They incorporate the Partner Data Processing Agreement ("DPA") and the Partner Embed Sub-processor List.

Scope. These Terms govern the Partner Embed program only, under which a Partner integrates the ISMS Copilot AI assistant into its own product for its end-users. They are distinct from the terms that govern the ISMS Copilot chat product used directly by ISMS Copilot's own users (see the chat product Terms of Service and chat product DPA). Where a Partner also uses the ISMS Copilot chat product as a direct user, that use is governed by the chat product terms, not these Terms.

These Terms govern the relationship between ISMS Copilot and the Partner only and confer no rights on any end-user (no third-party beneficiary; Art. 1205 Code civil).

0. Definitions

"Attempt", "Economy Route", "ADP Option", "Business Day", "Security Incident", and "Sub-processor" have the meanings given where first used or in the DPA. "ISMS Copilot" means Better ISMS EURL, the entity operating the ISMS Copilot Partner Embed. These Terms are effective on the Partner's acceptance.

1. The Service

1.1 ISMS Copilot provides an embeddable AI assistant (widget, backend, and API) answering information-security and GRC questions. The Partner installs it on the Partner's own properties and controls which of its end-users may use it by issuing signed tokens.

1.2 ISMS Copilot may improve or change the Service; materially adverse changes are notified via the partner console with 30 days' notice where practicable. ISMS Copilot may amend these Terms on 30 days' notice; continued use after the effective date constitutes acceptance, and a Partner that rejects a materially adverse change may terminate without penalty for the unused period.

2. AI output, no warranty, not advice

2.1 ISMS Copilot warrants that it will provide the Service with reasonable skill and care and in material conformity with its then-current documentation. This is the only warranty ISMS Copilot gives.

2.2 Separately, and without limiting §2.1, the content of AI responses is machine-generated and provided "as is". Responses are not legal advice, not professional GRC consulting, not audit opinion, and not a compliance certification, and are not reviewed by a human before delivery. ISMS Copilot does not warrant that any response is accurate, complete, current, or fit for any purpose; the Partner and its end-users must independently verify any response before relying on it.

2.3 End-user disclosure (non-strippable). The Partner shall present to its end-users, on first interaction and on any response with legal or regulatory implications, a clear notice that responses are AI-generated and are not legal, professional, audit, or compliance advice and are not a substitute for a qualified professional. ISMS Copilot may render this notice itself within the Service, and the Partner shall not remove, obscure, or contradict it. The Partner's compliance with this clause is a condition of the licence in §11 and is covered by the indemnity in §12.

3. Tiers, fees, billing

3.1 The tiers, monthly fees, and included monthly Attempt allowances are those in the published price list at the time of subscription (currently a Free tier plus paid tiers). ISMS Copilot may add, rename, or re-price tiers by updating the published price list, without a revision to these Terms; a materially adverse change to the Partner's own subscribed tier is handled under §1.2. Fees payable are those published for the Partner's selected tier. One end-user Attempt consumes one credit.

3.2 Paid tiers are billed monthly via Stripe. An eligible first paid subscription includes a 14-day trial; a payment method is required and billing starts after the trial unless cancelled. A fresh trial is not granted on tier upgrades.

3.3 Allowance and overage. On allowance exhaustion the Service returns a "limit reached" response (HTTP 429) for the remainder of the period (hard stop); no automatic overage in V1. Upgrades take effect immediately; downgrades apply the next period.

3.4 Billing basis. An "Attempt" is a request that passes authentication, validation, and quota checks and for which the Service reserves capacity before initiating AI processing. One Attempt consumes one credit, including where the provider produces no output, returns an error after debit, or the end-user disconnects. No automatic refund applies in V1; a provider-error-only, debit-identifier-linked refund is committed as a fast-follow. Requests rejected before debit do not consume a credit. This per-Attempt billing definition prices an individual request; it does not displace the §2.1 service warranty. A systematic or repeated failure of the Service to produce output that is attributable to ISMS Copilot (as distinct from an isolated upstream provider error or an end-user disconnect) is a §2.1 matter and is not excused by this definition.

3.5 The AI sub-processor, data residency, and applicable disclaimers depend on the tier (Sub-processor List). Selecting or changing a tier changes these.

4. Partner responsibilities

4.1 Signing-secret security. The Partner is responsible for securely storing its signing secret and for all use made of tokens it issues. On suspected compromise the Partner shall rotate immediately and notify ISMS Copilot; ISMS Copilot may revoke a compromised secret.

4.2 Cost of authorized traffic. The Partner is responsible for the cost of AI replies its embed authorizes, including where the Partner's own token issuance was abused (e.g. secret leakage or bot abuse on the Partner's property). This responsibility is bounded by the tier allowance hard stop (§3.3): the Service returns HTTP 429 on allowance exhaustion and does not incur automatic overage in V1, so the Partner's maximum exposure in any period is its selected tier allowance. ISMS Copilot shall act in good faith and without undue delay to assist mitigation (burst-cap tuning, secret rotation, IP blocking) on notice of suspected abuse; where ISMS Copilot fails to act on such notice, cost accruing after that failure is not the Partner's responsibility.

4.3 Controller duties. The Partner is the Controller of its end-users' data and is responsible for lawful basis, end-user notices, and data-subject-rights first response (DPA §6). Where the Partner's end-users are consumers, the Partner (not ISMS Copilot) is the consumer-law-compliant party and shall comply with all applicable consumer law and indemnify ISMS Copilot for its failure.

4.4 Lawful and acceptable use. The Partner shall not use the Service unlawfully, shall not send special-category or criminal-offence data except as expressly permitted under DPA §1.3 (default prohibition, lifted only on a notified lawful condition plus any Sub-processor addendum required), and shall not attempt to abuse, overload, reverse-engineer, or circumvent the Service's controls.

4.5 Professional capacity. The Partner represents that it contracts as a professional (not a consumer or non-professionnel) in the course of its business.

5. Partner representations

The Partner warrants that its end-user-facing materials do not represent that the Service: gives legal or professional advice; is human-reviewed; guarantees accurate responses; or constitutes compliance certification.

Contractual acknowledgment (economy and premium model origin). On the Free, Starter and non-ADP economy tiers the Service uses an open-weights model of Chinese authorship (GLM-4.7), and on the premium (Growth, Scale, Enterprise) non-ADP tiers the Service's primary model is a further open-weights model of Chinese authorship (GLM-5.2), each served only on a closed non-PRC host set (OpenRouter routing to Cerebras / Google Vertex for the economy model, and to Together AI / Fireworks AI / DeepInfra for the premium model) selected by the providers' documented footprint and the account-level ban on China-hosted inference, not on an absolute per-request EU-region guarantee, under the disclosed controls; the data-path sub-processors are those hosts and the aggregator, not the model author. On the premium tiers, Anthropic (US) is retained as the pre-first-token fallback (not zero-retention) and Mistral (EU) as the deeper circuit-breaker failover. The Partner acknowledges this origin and hosting posture for both the economy and premium primary models, shall not represent to any end-user or third party that the economy or premium model has no China-origin authorship, and shall disclose the applicable data-path sub-processor by tier in its end-user privacy notice as already required by DPA §6.4. Because both the economy and premium primary models are Chinese-authored, a Partner requiring no Chinese-authored model on the data path shall select the ADP (Mistral, EU) option (available on Growth and above; a Free or Starter Partner takes a paid upgrade to reach it), or contract the Anthropic (US) path as the primary in an order form. This acknowledgment is a Partner acknowledgment of a disclosed fact and does not constitute a warranty by ISMS Copilot as to either model's provenance beyond the hosting posture described.

The Partner indemnifies ISMS Copilot, under §12.1, against any claim arising from the Partner's end-user-facing statements that misrepresent the Service, its sub-processors, or the nature of AI responses. Breach of this §5 is a material breach permitting suspension under §7.

6. Availability

6.1 Paid tiers are currently provided without a contractual uptime commitment; ISMS Copilot targets high availability on a best-effort basis. A service-level schedule with measured targets, a monthly measurement method, a claim window, a credit formula, and service credits as the sole and exclusive remedy may be introduced after measurement against the production baseline. The Free tier carries no availability commitment and no credit.

6.2 Excluded from any future target: scheduled maintenance (24h notice), AI sub-processor outages handled by the failover, abuse-triggered throttling, and force majeure. Force majeure means an event beyond a party's reasonable control (including provider outages, sanctions or export-control actions, network failures, and acts of government) that could not reasonably be avoided.

7. Suspension

ISMS Copilot may throttle or suspend an embed for: repeated moderation violations, pipeline abuse (e.g. mass anonymous traffic against the burst cap), or payment failure. Suspension shall be proportionate to the issue and, except for active security threats or legal compulsion, preceded by notice and a reasonable opportunity to cure (for payment failure, no fewer than 7 days). Notice is via console and email. ISMS Copilot shall lift a suspension promptly once the cause is resolved. Suspension does not relieve the Partner of accrued fees but is not a penalty and does not itself terminate the agreement.

8. Term, termination, offboarding

8.1 Either party may terminate for convenience on 30 days' written notice; ISMS Copilot may terminate for material breach or non-payment after a cure period. Paid subscriptions renew automatically for successive periods equal to the then-current billing cycle unless either party gives notice of non-renewal before the end of the current period, and the Partner may cancel at any time from the partner console, effective at the end of the current billing period.

8.2 On termination, the retention and deletion model in DPA §7 applies (erase end-user content and delete the end-user identity row, except fields retained in the §7.2 statutory ledger as pseudonymised personal data); a final usage export is available within 30 days.

9. Liability

9.1 The cap limits established liability; it is not a payment promise. This §9 caps the amount ISMS Copilot may be required to pay for liability that is actually established; it is not a liquidated-damages sum, a guarantee, a service credit, or a promise to pay. ISMS Copilot owes nothing unless and until a claimant proves, under applicable law, a breach, actual damage, and causation; the floor and ceiling then cap the proven amount, they do not create or presume any amount. A Free or low-fee tier therefore does not create any right to payment: absent a proven breach there is no sum to recover. Subject to the foregoing, to the maximum extent permitted by applicable law, ISMS Copilot's total aggregate liability arising out of or in connection with the Service, whether in contract, tort, or otherwise, in any 12-month period, shall not exceed the greater of (i) the total fees paid or payable by the Partner for the Service in the 12 months preceding the event giving rise to the claim, and (ii) EUR 500 (the floor, so the cap is never nil). Standard tiers carry no separate absolute ceiling: the cap is the greater-of formula. Where an Enterprise order form specifies an absolute ceiling, that ceiling operates only as an upper bound at or above the greater-of amount and shall never reduce the cap below the trailing-12-month fees. ISMS Copilot is not liable for indirect or consequential loss, or for the Partner's or its end-users' reliance on AI output; this exclusion does not swallow a Personal Data Breach or confidentiality claim (DPA §10.2).

9.2 For Free-tier (nil-fee) traffic, the Service is provided on a best-effort basis with no availability commitment (§6), and the Partner acknowledges the economy model routing (§5); ISMS Copilot's liability for such traffic, if and only to the extent any is established under §9.1, is capped at the EUR 500 floor in §9.1(ii) (which caps, and does not create, any recoverable amount). For paid economy traffic (e.g. Starter) the §9.1 greater-of formula applies without a separate lower sub-cap, so a paid tier is never worse off than Free.

9.3 Nothing in these Terms excludes or limits liability for dol (fraud), faute lourde (gross negligence), death or personal injury caused by negligence, liability under Art. 82 GDPR to a data subject, or any liability that cannot lawfully be excluded. The Art. 82(5) inter-party contribution recourse between controller and processor is inside the §9 / DPA §10.1 cap, per DPA §10.3: liability to the data subject under Art. 82(1) and (4) is uncapped, while the Art. 82(5) recovery one party takes from the other is capped, except a Personal Data Breach or confidentiality breach (DPA §10.2 sub-cap) and the dol / faute lourde carve-outs, which override any cap.

10. Governing law and general

10.1 Governing law: French law. Venue: where both parties contract as commerçants, the competent Tribunal de commerce having jurisdiction over ISMS Copilot's registered seat (Art. 48 CPC). For a Partner established outside the EU, the governing law, venue, or an arbitration seat may be specified in the applicable order form.

10.2 Operative language: these Terms are provided in English as the authoritative version. The Partner is responsible for localising the end-user disclosures required by §2.3 into the language of its own consumers where applicable (including under the Loi Toubon for French consumers).

10.3 Order of precedence: an order form or master agreement signed by both parties prevails (for the matters it covers) over the DPA, which prevails (for the processing of Personal Data) over these Terms; these Terms otherwise govern.

10.4 General.

  • Severability. If any provision is held invalid or unenforceable, it is limited or severed to the minimum extent necessary and the remaining provisions continue in full force.
  • Entire agreement. These Terms, the DPA, the Sub-processor List, and any order form are the entire agreement between the parties on their subject matter and supersede prior discussions.
  • No waiver. A failure or delay in exercising a right is not a waiver of it.
  • Assignment. Neither party may assign these Terms without the other's consent, except that either party may assign to an affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of its assets, on notice.
  • Notices. Notices to the Partner are given via the partner console and the account email; notices to ISMS Copilot are given to legal@ismscopilot.com.
  • Survival. Provisions that by their nature should survive termination (including §§2, 5, 9, 11, 12, 13, and 14, and accrued payment obligations) survive.
  • Taxes. Fees are exclusive of VAT and other applicable taxes, which the Partner pays in addition where due.

11. Intellectual property and licence

11.1 Ownership. ISMS Copilot (Better ISMS) retains all right, title, and interest in and to the Service (widget, backend, API, the models it operates, and its documentation) and all related intellectual property. No rights are granted to the Partner other than the licence in §11.2.

11.2 Licence to the Partner. ISMS Copilot grants the Partner a non-exclusive, non-transferable, non-sublicensable (except to its end-users' use through the embed), worldwide, revocable licence, for the term, to embed and use the Service on the Partner's own properties for its end-users, subject to these Terms.

11.3 End-user prompts and AI outputs. As between the parties, the Partner (and, per the Partner's own end-user terms, its end-users) owns the prompts submitted and, to the extent protectable and permitted by law, the AI outputs generated for it. ISMS Copilot claims no ownership of Partner prompt content or outputs beyond the limited licence needed to operate the Service and to meet its legal and retention duties. ISMS Copilot gives no warranty that an output is original or non-infringing; the residual risk that an output resembles third-party protected text (for example, standard wording) is allocated to the Partner and runs with the §12.1 indemnity.

11.4 Restrictions. The Partner shall not (a) use the Service or its outputs to train, fine-tune, distil, or benchmark a competing model or service; (b) reverse-engineer or attempt to derive source code except as permitted by non-waivable law; or (c) remove or obscure proprietary notices.

11.5 Trademarks and branding. The widget currently displays an ISMS Copilot footer and is not fully white-labelled; the Partner receives no trademark licence beyond presenting the Service as embedded.

11.6 Feedback. ISMS Copilot may use any feedback the Partner provides without restriction or obligation.

12. Indemnification

12.1 By the Partner. The Partner shall defend and indemnify ISMS Copilot against third-party claims (including end-user claims) to the extent caused by the Partner's: misrepresentation of the Service to end-users (§5); unlawful or special-category use (§4.4 / DPA §1.3); removal, obscuring, or contradiction of the AI disclosure (§2.3); or its own use, content, or deployment context.

12.2 By ISMS Copilot (narrow). ISMS Copilot shall defend and indemnify the Partner against a third-party claim that the Service code itself (excluding AI output content, Partner content, and combinations with non-ISMS materials) infringes that third party's IP, subject to §9 and §12.4.

12.3 Procedure. The indemnified party gives prompt written notice, allows the indemnifying party sole conduct of the defence, and cooperates; no settlement that imposes a non-indemnified liability or admission on the other party is made without that party's consent (not unreasonably withheld).

12.4 Limits. The §9 cap limits ISMS Copilot's aggregate outbound liability, including its own indemnity to the Partner under §12.2; it does not cap the Partner's indemnification obligations under §12.1, which stand outside the §9 cap. Nothing here requires a party to indemnify the other for liability that cannot lawfully be shifted, or transfers either party's own non-excludable duties to a data subject or end-user.

13. Confidentiality

13.1 Confidential Information means non-public information disclosed by one party that is marked or reasonably understood as confidential, including each party's non-public technical, security, business, and pricing information.

13.2 Obligations. The receiving party shall protect Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors with a need to know who are bound by equivalent confidentiality.

13.3 Signing secret. The Partner's signing secret is ISMS Copilot Confidential Information of the highest sensitivity and is also governed by §4.1.

13.4 Exclusions. The obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party; a party may disclose where legally compelled, giving prompt notice where lawful and disclosing only what is required.

13.5 Term. Confidentiality survives termination for three (3) years, and indefinitely for trade secrets and the signing secret.

14. Trade controls and sanctions

14.1 Compliance. Each party shall comply with applicable EU, US, and UN export-control and economic-sanctions laws in its use and provision of the Service.

14.2 Partner warranties. The Partner warrants that it is not established in, or ordinarily resident in, and will not make the Service available to a person or in a jurisdiction that is, subject to comprehensive EU/US/UN embargo or on an applicable denied or sanctioned-party list.

14.3 Suspension. Either party may suspend performance to the extent necessary to comply with sanctions or export-control law, without liability for the suspension.

15. EU AI Act allocation

15.1 Roles. The parties intend that, in respect of the embed, ISMS Copilot acts as the provider of an AI system built on a third-party general-purpose AI model, and the Partner acts as deployer when it integrates and makes the Service available to its end-users. Each party performs the obligations attaching to its role under Regulation (EU) 2024/1689.

15.2 Transparency (Art. 50). The Partner shall ensure its end-users are informed that they interact with an AI system (this overlaps the non-strippable disclosure in §2.3); ISMS Copilot may render that notice within the Service.

15.3 Use limits. A GRC and information-security assistant is a limited-risk AI system subject to the Art. 50 transparency duty; it is not a prohibited practice and is not, on its face, a high-risk system under Annex III. The Partner shall not deploy the Service for a practice prohibited under the AI Act, or in a high-risk use within the meaning of the AI Act, without performing the deployer obligations that such use requires; where the Partner deploys the Service into a listed high-risk context, the deployer high-risk obligations are the Partner's.

These Partner Terms are published by Better ISMS (ISMS Copilot) and are effective on Partner acceptance. Questions: legal@ismscopilot.com.